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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
|_| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED EFFECTIVE OCTOBER 7, 1996]
For the fiscal year ended ________________
OR
|X| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from
August 1, 1998 to December 31, 1998
Commission File Number 1-8459
NEW PLAN REALTY TRUST
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 13-1995781
(State of Incorporation) (I.R.S. Employer
Identification No.)
1120 AVENUE OF THE AMERICAS
NEW YORK, NY 10036 (212) 869-3000
(Address of Principal Executive Offices) (Registrant's Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
NONE
(Title of Class)
NONE
(Name of Exchange on Which Registered)
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
AS OF MARCH 26, 1999, THE SOLE OUTSTANDING SHARE OF BENEFICIAL INTEREST OF THE
REGISTRANT WAS HELD BY NEW PLAN EXCEL REALTY TRUST, INC.
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PART IV
ITEM 14. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENTS, CONSOLIDATED FINANCIAL
STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Consolidated Financial Statements. The following documents are
filed as a part of this report:
The response to this portion of Item 14 is submitted as a separate
section of this report.
(b) Reports on Form 8-K filed during the three months ended December
31, 1998.
1. Form 8-K dated October 13, 1998 containing items 2, 7
and 8.
(c) Exhibits. The following documents are filed as exhibits to this
report:
*3.1 Amended and Restated Declaration of Trust of New Plan
Realty Trust dated as of January 15, 1996 filed as
Exhibit 99.3 to the Registrant's Form 8-K dated May
24, 1996.
*3.2 Certificate of Amendment of Amended and Restated
Declaration of Trust of New Plan Realty Trust dated
September 25, 1998 filed as Exhibit 3.2 to the
Registrant's Form 10-K for the fiscal year ended July
31, 1998.
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*4.1 Specimen Certificate for Shares of Beneficial
Interest filed as Exhibit 4.1 to the Registrant's
Form 10-K for the fiscal year ended July 31, 1997.
*4.2 Certificate of Designation Supplementing the Amended
and Restated Declaration of Trust of New Plan Realty
Trust filed as Exhibit 4.1 to the Registrant's Form
8-K dated July 2, 1997.
*10.1 Credit Agreement by and among New Plan Realty Trust,
the Lenders party thereto and The Bank of New York,
as agent, dated as of November 21, 1997, filed as
Exhibit 10.26 to the Form 10-K/A of New Plan Excel
Realty Trust, Inc. for the fiscal year ended December
31, 1998.
*10.2 Assignment and Assumption Agreement dated December 1,
1997 by and among New Plan Realty Trust, Bank
Hapoalim B.M. and The Bank of New York filed as
Exhibit 10.2 to the Registrant's Form 10-K for the
fiscal year ended July 31, 1998.
*10.3 Waiver and Amendment to Credit Agreement dated as of
September 25, 1998 by and among New Plan Realty
Trust, the Lenders party thereto and The Bank of New
York, as agent, filed as Exhibit 10.3 to the
Registrant's Form 10-K for the fiscal year ended July
31, 1998.
*10.4 Assumption and Substitution Agreement dated as of
September 28, 1998 by and among New Plan Excel Realty
Trust, Inc., New Plan Realty Trust, the Lenders party
thereto and The Bank of New York, as agent, filed as
Exhibit 10.4 to the Registrant's Form 10-K for the
fiscal year ended July 31, 1998.
*10.5 Guaranty, dated September 28, 1998, by New Plan
Realty Trust filed as Exhibit 10.5 to the
Registrant's Form 10-K for the transition period
ended December 31, 1998.
*10.6 Unconditional Guaranty of Payment and Performance
dated as of September 28, 1998 by and between New
Plan Realty Trust and BankBoston N.A. filed as
Exhibit 10.5 to the Registrant's Form 10-K for the
fiscal year ended July 31, 1998.
*10.7 Senior Securities Indenture between New Plan Realty
Trust and The First National Bank of Boston, as
Trustee, dated as of March 29, 1995, filed as Exhibit
4.2 to Registration Statement No. 33-60045.
*10.8 7.75% Senior Note Due April 6, 2005 filed as Exhibit
10.7 to the Registrant's Form 10-K for the fiscal
year ended July 31, 1995.
*10.9 6.8% Senior Note Due May 15, 2002 filed as Exhibit
10.8 to the Registrant's Form 10-K for the fiscal
year ended July 31, 1995.
*10.10 Agreement and Plan of Merger, dated May 14, 1998, as
amended as of August 7, 1998, among Excel Realty
Trust, Inc., ERT Merger Sub, Inc. and New Plan Realty
Trust filed as Exhibit 2.1 to the Registrant's Form
8-K dated October 13, 1998.
*10.11 Senior Securities Indenture among New Plan Excel
Realty Trust, Inc., New Plan Realty Trust, as
guarantor, and State Street Bank and Trust Company,
as Trustee, dated as of February 3, 1999 filed as
Exhibit 4.1 to the Current Report on Form 8-K of New
Plan Excel Realty Trust, Inc. dated February 3, 1999.
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*10.12 New Plan Realty Trust 1997 Stock Option Plan filed as
Exhibit 4.1 to the Registration Statement of New Plan
Excel Realty Trust, Inc. on Form S-8, File No.
333-65221, on October 1, 1998.
*10.13 New Plan Realty Trust 1991 Stock Option Plan, as
amended, filed as Exhibit 4.2 to the Registration
Statement of New Plan Excel Realty Trust, Inc. on
Form S-8, File No. 333-65221, on October 1, 1998.
*10.14 Amended and Restated New Plan Realty Trust 1985
Incentive Stock Option Plan filed as Exhibit 4.3 to
the Registration Statement of New Plan Excel Realty
Trust, Inc. on Form S-8, File No. 333-65221, on
October 1, 1998.
*10.15 New Plan Realty Trust March 1991 Stock Option Plan
and Non-Qualified Stock Option Plan filed as Exhibit
4.4 to the Registration Statement of New Plan Excel
Realty Trust, Inc. on Form S-8, File No. 333-65221,
on October 1, 1998.
*12 Ratio of Earnings to Fixed Charges filed as Exhibit
12 to the Registrant's Form 10-K for the transition
period ended December 31, 1998.
*21 Subsidiaries of the Registrant filed as Exhibit 21
to the Registrant's Form 10-K for the transition
period ended December 31, 1998.
*23 Consent of PricewaterhouseCoopers LLP filed as
Exhibit 23 to the Registrant's Form 10-K for the
transition period ended December 31, 1998.
*27(1) Financial Data Schedule filed as Exhibit 27(1) to the
Registrant's Form 10-K for the transition period
ended December 31, 1998.
99.1 "Risk Factors" contained in New Plan Excel Realty
Trust, Inc.'s Annual Report on Form 10-K/A for the
year ended December 31, 1998.
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*Incorporated herein by reference as above indicated.
(1) Filed as exhibit to electronic filing only.
(d) Financial Statement Schedules. The following documents are filed as
a part of this report:
The response to this portion of Item 14 is submitted as a separate
section of this report.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NEW PLAN REALTY TRUST
(Registrant)
By: /s/ Arnold Laubich
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Arnold Laubich
Chief Executive Officer
Dated: April 6, 1999
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EXHIBIT INDEX
Exhibit No. Description
*3.1 Amended and Restated Declaration of Trust of New
Plan Realty Trust dated as of January 15, 1996
filed as Exhibit 99.3 to the Registrant's Form 8-K
dated May 24, 1996.
*3.2 Certificate of Amendment of Amended and Restated
Declaration of Trust of New Plan Realty Trust dated
September 25, 1998 filed as Exhibit 3.2 to the
Registrant's Form 10-K for the fiscal year ended July
31, 1998.
*4.1 Specimen Certificate for Shares of Beneficial
Interest filed as Exhibit 4.1 to the Registrant's
Form 10-K for the fiscal year ended July 31, 1997.
*4.2 Certificate of Designation Supplementing the Amended
and Restated Declaration of Trust of New Plan Realty
Trust filed as Exhibit 4.1 to the Registrant's Form
8-K dated July 2, 1997.
*10.1 Credit Agreement by and among New Plan Realty Trust,
the Lenders party thereto and The Bank of New York,
as agent, dated as of November 21, 1997, filed as
Exhibit 10.26 to the Form 10-K/A of New Plan Excel
Realty Trust, Inc. for the fiscal year ended December
31, 1998.
*10.2 Assignment and Assumption Agreement dated December 1,
1997 by and among New Plan Realty Trust, Bank
Hapoalim B.M. and The Bank of New York filed as
Exhibit 10.2 to the Registrant's Form 10-K for the
fiscal year ended July 31, 1998.
*10.3 Waiver and Amendment to Credit Agreement dated as of
September 25, 1998 by and among New Plan Realty
Trust, the Lenders party thereto and The Bank of New
York, as agent, filed as Exhibit 10.3 to the
Registrant's Form 10-K for the fiscal year ended July
31, 1998.
*10.4 Assumption and Substitution Agreement dated as of
September 28, 1998 by and among New Plan Excel Realty
Trust, Inc., New Plan Realty Trust, the Lenders party
thereto and The Bank of New York, as agent, filed as
Exhibit 10.4 to the Registrant's Form 10-K for the
fiscal year ended July 31, 1998.
*10.5 Guaranty, dated September 28, 1998, by New Plan
Realty Trust filed as Exhibit 10.5 to the
Registrant's Form 10-K for the transition period
ended December 31, 1998.
*10.6 Unconditional Guaranty of Payment and Performance
dated as of September 28, 1998 by and between New
Plan Realty Trust and BankBoston N.A. filed as
Exhibit 10.5 to the Registrant's Form 10-K for the
fiscal year ended July 31, 1998.
*10.7 Senior Securities Indenture between New Plan
Realty Trust and The First National Bank of
Boston, as Trustee, dated as of March 29, 1995, filed
as Exhibit 4.2 to Registration Statement No.
33-60045.
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*10.8 7.75% Senior Note Due April 6, 2005 filed as Exhibit
10.7 to the Registrant's Form 10-K for the fiscal
year ended July 31, 1995.
*10.9 6.8% Senior Note Due May 15, 2002 filed as Exhibit
10.8 to the Registrant's Form 10-K for the fiscal
year ended July 31, 1995.
*10.10 Agreement and Plan of Merger, dated May 14, 1998, as
amended as of August 7, 1998, among Excel Realty
Trust, Inc., ERT Merger Sub, Inc. and New Plan Realty
Trust filed as Exhibit 2.1 to the Registrant's Form
8-K dated October 13, 1998.
*10.11 Senior Securities Indenture among New Plan Excel
Realty Trust, Inc., New Plan Realty Trust, as
guarantor, and State Street Bank and Trust Company,
as Trustee, dated as of February 3, 1999 filed as
Exhibit 4.1 to the Current Report on Form 8-K of New
Plan Excel Realty Trust, Inc. dated February 3, 1999.
*10.12 New Plan Realty Trust 1997 Stock Option Plan filed as
Exhibit 4.1 to the Registration Statement of New Plan
Excel Realty Trust, Inc. on Form S-8, File No.
333-65221, on October 1, 1998.
*10.13 New Plan Realty Trust 1991 Stock Option Plan, as
amended, filed as Exhibit 4.2 to the Registration
Statement of New Plan Excel Realty Trust, Inc. on
Form S-8, File No. 333-65221, on October 1, 1998.
*10.14 Amended and Restated New Plan Realty Trust 1985
Incentive Stock Option Plan filed as Exhibit 4.3
to the Registration Statement of New Plan Excel
Realty Trust, Inc. on Form S-8, File No.
333-65221, on October 1, 1998.
*10.15 New Plan Realty Trust March 1991 Stock Option Plan
and Non-Qualified Stock Option Plan filed as
Exhibit 4.4 to the Registration Statement of New
Plan Excel Realty Trust, Inc. on Form S-8, File
No. 333-65221, on October 1, 1998.
*12 Ratio of Earnings to Fixed Charges filed as Exhibit
12 to the Registrant's Form 10-K for the transition
period ended December 31, 1998.
*21 Subsidiaries of the Registrant filed as Exhibit 21 to
the Registrant's Form 10-K for the transition period
ended December 31, 1998.
*23 Consent of PricewaterhouseCoopers LLP filed as
Exhibit 23 to the Registrant's Form 10-K for the
transition period ended December 31, 1998.
*27(1) Financial Data Schedule filed as Exhibit 27(1) to the
Registrant's Form 10-K for the transition period
ended December 31, 1998.
99.1 "Risk Factors" contained in New Plan Excel Realty
Trust, Inc.'s Annual Report on Form 10-K/A for the
year ended December 31, 1998.
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*Incorporated herein by reference as above indicated.
(1) Filed as exhibit to electronic filing only.